公司治理
Committee
董事會基本資料
Name | Audit Committee | Compensation Committee | Education and Experience Highlights |
---|---|---|---|
Chen-yang Yang (Independent Director) |
V(Chairperson) | V(Chairperson) |
|
Qian-xiu Wang (Independent Director) |
V | V |
|
Yun-rou Wu (Independent Director) |
V |
|
|
Shao-chong Chen (Salary Committee Member) | V |
|
Audit Committee Attendance and Operation
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Audit Committee Operations for the Year 2022 |
Audit Committee
I. The company’s Audit Committee is composed of all three independent directors.
- (I) The operation of the Audit Committee is primarily aimed at supervising the following matters:
- I. Ensuring the proper presentation of the company’s financial statements.
- II. Managing the selection, dismissal, independence, and performance evaluation of the certifying accountant.
- III. Ensuring the effective implementation of internal controls within the company.
- IV. Ensuring compliance with relevant laws and regulations by the company.
- V. Managing existing or potential risks for the company.
- (II) The powers and duties of the Audit Committee are as follows:
- I. Formulating or amending internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
- II. Assessing the effectiveness of internal control systems.
- III. Formulating or amending procedures for significant financial transactions, such as acquiring or disposing of assets, engaging in derivative transactions, lending funds to others, endorsing or providing guarantees, in accordance with Article 36-1 of the Securities and Exchange Act.
- IV. Handling matters involving conflicts of interest for directors themselves.
- V. Managing significant asset or derivative transactions.
- VI. Managing significant fund loans, endorsements, or guarantees.
- VII. Overseeing the fundraising, issuance, or private placement of equity securities.
- VIII. Managing the appointment, dismissal, or compensation of certified accountants.
- IX. Managing the appointment or removal of financial, accounting, or internal audit executives.
- X. Reviewing annual financial reports signed or stamped by the Chairman, executives, and accounting executives, as well as the second-quarter financial reports that require certification by the accountant.
- XI. Addressing other significant matters as stipulated by the company or regulatory authorities.
Compensation Committee Attendance and Operational Status
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Compensation Committee Attendance and Operational Status for the Year 2022 |
Compensation Committee:
I. The Compensation Committee of the company comprises three members.
- (I) The committee’s primary functions, from a professional and objective standpoint, involve evaluating the compensation policies and systems for directors and executives of the company. Recommendations are submitted to the Board of Directors for its decision-making reference.
- (II) The committee, with due diligence, faithfully performs the following duties and submits proposed recommendations for discussion by the Board of Directors:
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- I. Periodically reviewing and proposing amendments to this regulation.
- II. Establishing and periodically reviewing performance evaluation criteria for directors and executives of the company, annual and long-term performance goals, and compensation policy, system, standards, and structures. The content of performance evaluation criteria should be disclosed in the annual report.
- III. Periodically assessing the achievement of performance goals for directors and executives of the company and, based on the results of performance evaluations, determining the content and amount of their individual compensation.
- Disclosing individual performance evaluation results for directors and executives, the content and amount of individual compensation, and the relevance and reasonableness of these results concerning performance evaluation in the annual report presented at the shareholders’ meeting.
- When performing the aforementioned duties, the committee adheres to the following principles:
- I. Ensuring that the company’s compensation arrangements comply with relevant laws and are sufficient to attract top talent.
- II. The performance evaluation and compensation of directors and executives shall be based on industry norms, taking into account individual performance assessment results, time commitment, responsibilities, achievement of personal goals, performance in other positions, the compensation provided by the company to individuals in similar positions in recent years, as well as the assessment of individual performance in relation to the company’s short-term and long-term business objectives, financial condition, and the reasonable correlation with the company’s operational performance and future risks.
- III. Not guiding directors and executives to engage in activities beyond the company’s risk appetite in pursuit of compensation.
- IV. Determining the proportion of short-term performance rewards for directors and senior managers and the timing of partial variable compensation payments, considering industry characteristics and the nature of the company’s business.
- V. The content and amount of compensation for directors and executives should be reasonable, and decisions on compensation should not significantly deviate from financial performance. If there is a significant decline in profits or long-term losses, their compensation should not exceed the previous year’s level. If it still exceeds the previous year’s level, a reasonable explanation should be disclosed in the annual report and presented at the shareholders’ meeting.
- VI. Members of the committee are not allowed to participate in discussions or votes regarding their individual compensation. The term “compensation” in the preceding two items includes cash compensation, stock options, bonus shares, retirement benefits or severance pay, various allowances, and other substantial reward measures; its scope should be consistent with the relevant provisions in the guidelines for items to be disclosed in the annual report of publicly traded companies regarding director and executive remuneration.
- Matters related to the compensation of directors and executives of the company’s subsidiaries that require approval by the Board of Directors should be proposed by the committee, and discussed by the Board of Directors after committee approval.